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triangle Item 1 - Election of Directors
triangle Item 2 - Proposal to Amend Restated Certificate of Incorporation to Permit 3-for-1 Stock Split
triangle Item 3 - Proposal to Amend 1993 Directors Stock Option Plan
triangle Item 4 - Ratification of Auditors
triangle Item 5 - Shareholder Proposal


Notice of Annual MeetingProxy StatementShare Ownershipproposal1.htmlExecutive CompensationStock Performance GraphOther Information
ITEM 4— SELECTION OF AUDITORS

The Board of Directors has appointed Ernst & Young LLP as our independent auditors for 2000. We are asking shareholders to ratify the Board’s selection.

Ernst & Young LLP and a predecessor firm have served as our independent auditors since 1975. We paid them $10.5 million in audit fees for 1999. Representatives of Ernst & Young will be present at the Annual Meeting to answer questions. They will also have the opportunity to make a statement if they wish.

The Board of Directors recommends a vote FOR the ratification of its selection of Ernst & Young LLP as our independent auditors for 2000.

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